Mutual Acknowledgments Sample Clauses

Mutual Acknowledgments. Both the Company and Indemnitee acknowledge that, in certain instances, applicable law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Company from indemnifying the directors, officers, employees, agents or fiduciaries of the Company under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the position that indemnification of directors, officers and controlling Persons of the Company for liabilities arising under federal securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee. In addition, the Company and Indemnitee acknowledge that federal law prohibits indemnifications for certain violations of the Employee Retirement Income Security Act of 1974, as amended.
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Mutual Acknowledgments. Both the Partnership and Indemnitee acknowledge that in certain instances, applicable law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Partnership from indemnifying the directors, officers, employees, agents or fiduciaries of the General Partner under this Agreement or otherwise. For example, the Partnership and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the position that indemnification of directors, officers and controlling Persons of the Partnership for liabilities arising under federal securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Partnership has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Partnership’s right under public policy to indemnify Indemnitee. In addition, the Partnership and Indemnitee acknowledge that federal law prohibits indemnifications for certain violations of the Employee Retirement Income Security Act of 1974, as amended.
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Mutual Acknowledgments. The NT Government and SA Government mutually acknowledge: 4.1 that the funding contributions of the SA Government and the NT Government as set out in this Agreement are subject to binding arrangements being made between the Governments and private sector participants on or before 31 December 1998 which are satisfactory to both the SA Government and the NT Government providing for: 4.1.1 an opportunity for businesses within South Australia and the Northern Territory to provide the goods and services required for the project; 4.1.2 the liability of the SA Government and the NT Government to be limited to the financial contributions referred to in subclause 3.4 and 2.3 respectively and neither the SA Government nor the NT Government will be liable for nor will guarantee any liabilities incurred during the build, own and operate phases of the project; 4.1.3 any equity contribution to the project by the private sector participants to be, at the minimum, equal to the SA Government Funding Contribution; 4.1.4 a reasonable and equitable distribution of any extraordinary/abnormal profits and/or government revenues generated from the project to be made to the SA Government and the NT Government having regard to the extent of their respective contributions to the project; 4.1.5 the transfer of the Railway corridor and other assets of the project to the SA Government and the NT Government in shares commensurate with their respective funding contribution on completion of the operation phase of the project; 4.1.6 asset management arrangements ensuring that the Railway is maintained to a standard agreed between the SA Government and the NT Government. 4.1.7 the build, own, operate phases of the project being undertaken by and being the responsibility of the private sector participants. 4.2 that the funding contributions of the SA Government and the NT Government as set out in this Agreement are also subject to: 4.2.1 the SA Government and the NT Government being satisfied that the project is commercially viable given the expected level of funding contributions from the Governments; 4.2.2 the Governments reaching further agreement on the project structure and project documentation; 4.2.3 the project being consistent with the Competition Principles Agreement made between the Commonwealth of Australia, the States of Australia and the self-governing territories; and 4.2.4 the passage of any necessary enabling legislation by the Governments. 4.3 that it is the intention of th...
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Mutual Acknowledgments. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its officers and directors under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain Federal securities laws and Federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken with the SEC to submit the question of indemnification of the Company’s right under public policy to indemnify Indemnitee.
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Mutual Acknowledgments. 7.5.1 The Parties acknowledge that statement number 01-1953/5 dated 3 February 2005 of the Telecommunications Agency confirms that the rule book approved by the Telecommunications Agency on 13 December 2004, pursuant to its resolution number 01-1953/4 dated 13 December 2004, which established the tariff rebalancing for 2005 through 2007 and the suggested methodology for tariff rebalancing between 2008 and 2010, will not be changed. 7.5.2 The Parties acknowledge that by resolutions numbered 0402-2085/3 dated 16 December 2004 and 0402-2085 dated 3 February 2005, the Telecommunications Agency approved the reference interconnection offer which the Company presented to the Telecommunications Agency on 13 December 2004, which resolutions confirm that said reference interconnection offer will not be changed before the occurrence of the tariff rebalancing in respect of the 2006 year. 7.5.3 The Parties acknowledge that statement number 011801-6 dated 8 February 2005, of the Telecommunications Agency amended the Company Operating License. Said amendment authorizes the Company to conduct international termination of telecommunications traffic and confirms that the Company has paid the full amount of the license fee related to said activity, being Euro 2,760,000 (two million seven hundred sixty Euro). 7.5.4 The Parties acknowledge that statement number 01-1953/6 dated 9 February 2005, of the Telecommunications Agency, confirms that the Company has the right to provide international termination of telecommunications traffic and that Monet DOO Podgorica may conduct international termination of telecommunications traffic using the Company’s telecommunications network, in the same manner as all other operators, and that Monet DOO Podgorica will be required to pay to the Telecommunications Agency a license fee for the international termination of telecommunications traffic only if the Telecommunications Agency, upon Monet DOO Podgorica’s request, grants Monet DOO Podgorica a license to conduct direct international termination of telecommunications traffic. 7.5.5 The Government confirms that (i) the fees established pursuant to the Rule Book will not be altered and that the Company and each Subsidiary will pay only the annual fees due pursuant to the Rule Book as each of them has fully paid the fees due for the issuance of the Primary Operating License under which each of them operates; (ii) the fees due in connection with an extension of a Primary Operating License will be...
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Mutual Acknowledgments. EUTA acknowledges that, as of the date hereof, it has no reason to believe that persons holding outstanding shares of EUTA Common Stock will not be able to resell such shares pursuant to Rule 144 of the Securities Act (assuming full compliance with the provisions of such rule) after the Closing. Based solely on its review of the EUTA SEC Documents and the representations and warranties made by EUTA herein, and assuming the truth, accuracy and completeness thereof, Ironclad acknowledges that, as of the date hereof, it has no reason to believe that persons holding outstanding shares of EUTA Common Stock will not be able to resell such shares pursuant to Rule 144 of the Securities Act (assuming full compliance with the provisions of such rule) after the Closing.
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Mutual Acknowledgments. Both the Corporation and Indemnitee acknowledge that in certain instances, applicable law (including applicable federal law that may
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Mutual Acknowledgments. In executing this Agreement, the Stockholders have acted in their capacities as owners of the Company, and not with the purpose or effect of changing or influencing the control of DKI, nor in connection with or as a participant in any transaction having such purpose or effect (other than pursuant to a transaction approved by the Board of Directors of DKI). The parties agree that the Stockholders have reserved all of their respective rights with respect to, and have no agreement, arrangement or understanding with Purchaser relating to, any shares of DKI. Without limiting the generality of the foregoing, the Stockholders shall be free, subject to applicable securities laws, to acquire or dispose of any additional shares of common stock of DKI in their sole discretion.
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Related to Mutual Acknowledgments

  • Mutual Acknowledgment Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

  • System Acknowledgments Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

  • Certain Acknowledgments Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.

  • Additional Acknowledgments Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

  • Mutual Acknowledgement Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

  • Risk Acknowledgment ADVISER does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that ADVISER may take or recommend for the Account, or the success of ADVISER’s overall management of the Account. CLIENT understands that investment recommendations for the Account by ADVISER are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

  • Other Acknowledgments Seller acknowledges, unless otherwise stated in this Agreement or other written statement, that the Seller is unaware of the following: I. Any type of default that has been recorded against the Property; II. Any type of financial delinquency which used the Property as security; III. Any type of bankruptcy or insolvency involving the Seller or affecting the Property; and IV. Any type of mediation, arbitration, litigation, or any proceeding where an institution, public or private, has action pending against the Property which includes the Seller’s ability to sell the Property. Xxxxxx agrees to notify the Agency immediately if any of the aforementioned issues should arise during the Listing Period.

  • Waivers and Acknowledgments (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

  • Participant’s Acknowledgments The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

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